The contract,
without the fog.

What this is, and when it kicks in.

These Terms of Service (“Terms”) form a binding contract between you (“Customer” or “you”) and Notealy, Inc. (“Notealy,” “we,” or “us”) governing your access to and use of the Notealy platform — the application at app.notealy.com, the marketing site at notealy.com, our APIs, and any related services (collectively, the “Service”).

By creating an account, signing an order form, or otherwise accessing the Service, you confirm that (a) you’ve read and accept these Terms, (b) you have authority to bind your organization, and (c) you’re at least 18 years old.

Your account, your responsibility.

Eligibility

You may use Notealy only if you can form a binding contract under your local law. We don’t allow accounts from sanctioned jurisdictions or from individuals on US OFAC, EU, or UK sanctions lists.

Workspace owner

The first user in a workspace is the “Owner” and is the contracting party with us — they accept these Terms on behalf of the organization. The Owner can transfer ownership through Settings → Team → Transfer ownership.

Authentication

You’re responsible for keeping your credentials secure, for enabling 2FA where offered, and for any activity under your account. Notify us at security@notealy.com immediately if you suspect unauthorized access.

How billing works.

Plans

We offer monthly and annual subscription plans. Current pricing lives at notealy.com/pricing. Plans renew automatically until cancelled.

Charges

• Payment is taken in advance for the next billing period.
• Adding seats mid-cycle is prorated to the day; removing seats takes effect at the next renewal.
• Failed payments trigger a 7-day grace period. After that, we downgrade the workspace to read-only until payment is resolved.

Taxes

Prices exclude taxes unless stated otherwise. You’re responsible for VAT, GST, ICMS, or any other applicable local tax. Brazilian customers can request a Nota Fiscal eletrônica via the billing portal.

Refunds

Annual plans: pro-rated refund if you cancel within 30 days of the billing cycle. Monthly plans: no refunds for partial months. We honor consumer protection laws (CDC in Brazil, US state law where stricter) where they grant additional rights.

What you can’t do with Notealy.

The Service is for legitimate business communication and CRM. You agree not to:

• Send spam, unsolicited bulk messages, or violate CAN-SPAM, CASL, GDPR (e-Privacy Directive), or LGPD on outreach.
• Upload malware, viruses, or any code intended to disrupt systems.
• Probe, scan, or test the vulnerability of the Service without prior written authorization.
• Resell, sublicense, or white-label the Service without an explicit reseller agreement.
• Reverse-engineer or attempt to derive source code, except where the law expressly permits it.
• Use the Service to target individuals based on protected characteristics in violation of applicable law.
• Process special-category personal data (health, biometric, criminal records) without a signed addendum.
• Operate any business prohibited under the WhatsApp Business Solution Terms when using our WhatsApp integration.

You own it. We process it.

You retain all rights, title, and interest in the data you put into Notealy (“Customer Data”). We claim no ownership over it.

You grant us a limited, non-exclusive, royalty-free license to host, copy, transmit, display, and back up Customer Data — but only to the extent strictly necessary to provide the Service. The license terminates when you delete the data or close your account.

AI features

When you enable AI features (drafting replies, summarizing conversations, lead scoring), we process the relevant Customer Data through our AI providers under contract. We do not permit AI providers to train models on your Customer Data, retain it beyond the inference window, or use it for any purpose other than generating the requested output.

Aggregated, de-identified data

We may use aggregated, statistically de-identified data (e.g., “average response time across all customers is 47 minutes”) for product analytics and benchmarking. This data contains no identifiers and cannot be re-associated with you.

Ours, yours, and theirs.

Our IP

The Service, including the software, designs, the Notealy name, and the lime-on-charcoal aesthetic you’re currently looking at, is owned by Notealy and protected by copyright, trademark, and other intellectual property laws. We grant you a limited, non-transferable, revocable license to use the Service per these Terms — nothing more.

Feedback

If you send us feature requests, bug reports, or suggestions (“Feedback”), you grant us a perpetual, irrevocable, royalty-free license to use it in our products without compensation or attribution. Don’t share Feedback you can’t freely license to us.

Open source

Some Service components are built on open-source software, governed by their respective licenses (a list lives at notealy.com/legal/oss). Nothing in these Terms restricts your rights under those licenses.

What we promise — and what you get if we miss it.

Uptime target

99.9% monthly, measured at our public status page.

Maintenance

Scheduled windows announced 7 days in advance; emergency maintenance announced as soon as possible.

Support — Starter

Email support, response within 1 business day.

Support — Growth

Email + in-app chat, response within 4 business hours.

Support — Scale

Dedicated CSM, Slack-shared channel, 1-hour response on critical issues.

Status page

health.notealy.com

If we miss the uptime target in a calendar month, you’re entitled to a service credit per our SLA Schedule (10% for 99.0–99.9%, 25% below 99.0%). Credits don’t expire and apply to your next invoice.

How either side ends this.

You can leave anytime

Cancel from Settings → Billing → Cancel subscription. Cancellation takes effect at the end of the current billing period; you’ll keep full access until then. We don’t hide cancellation behind a phone call.

We can suspend or terminate if

• You materially breach these Terms and don’t cure within 30 days of written notice.
• Payment fails and isn’t resolved within the grace period.
• The use of the Service exposes us or our users to legal or security risk.
• You become subject to sanctions or insolvency proceedings.

Data after termination

You can export Customer Data through the in-app exporter for 30 days after termination. After 60 days, we permanently delete it from primary storage; backups are purged within 30 days more (encrypted snapshots, cryptographically destroyed).

What we promise, and the gap.

We will provide the Service with reasonable skill and care, in accordance with applicable law and our published documentation. That’s the warranty.

Some jurisdictions don’t allow these disclaimers; in those, the disclaimers apply only to the extent permitted.

Caps and carve-outs.

To the maximum extent permitted by law, neither party is liable for (a) lost profits, lost revenue, or lost data, or (b) indirect, consequential, special, or punitive damages — even if advised of their possibility.

Each party’s total cumulative liability under these Terms will not exceed the fees you paid us in the 12 months before the event giving rise to the claim. This cap applies in aggregate across all claims.

The cap doesn’t apply to:

• Indemnification obligations under section 11.
• Breaches of confidentiality.
• Your obligation to pay fees due.
• Damages from a party’s gross negligence, fraud, or willful misconduct.

Mutual cover, with conditions.

By Notealy

We’ll defend you against third-party claims that the Service (as provided by us, used per these Terms) infringes their IP, and pay damages and reasonable legal fees finally awarded — provided you notify us promptly, let us control the defense, and cooperate reasonably.

By you

You’ll defend us against third-party claims arising from (a) your Customer Data, (b) your use of the Service in violation of these Terms, or (c) your communications to recipients via the Service that violate applicable marketing or privacy law.

The indemnifying party’s liability under this section is subject to the cap in section 10, except for claims under (b) and (c) which are uncapped to the extent the law permits.

Where disputes are decided.

Customers in Brazil

Brazilian law applies. Forum: comarca de São Paulo, SP.

Customers in EU/UK

Laws of Ireland apply. Forum: Dublin courts. Consumer rights under your local law are unaffected.

Everyone else

Laws of the State of Delaware (excluding conflict-of-laws rules). Forum: state and federal courts in Wilmington, DE.

Pre-litigation

Both parties agree to attempt good-faith negotiation for 30 days before filing suit (urgent injunctive relief excepted).

How we update this contract.

We may revise these Terms when we add features, change pricing, adapt to new law, or fix ambiguities. Material changes are announced via in-app banner and email at least 30 days before taking effect. Non-material changes (typo fixes, clarifications) may take effect immediately.

If you don’t accept the updated Terms, you can cancel before they take effect and we’ll refund any unused prepaid fees on a pro-rated basis. Continued use after the effective date constitutes acceptance.

The boilerplate that closes every contract.

Entire agreement

These Terms (plus any signed MSA, DPA, or order form) constitute the entire agreement and supersede prior discussions.

Severability

If a clause is held unenforceable, the rest survives, modified to come closest to the original intent.

No waiver

Failing to enforce a right doesn’t waive it.

Assignment

You can’t assign these Terms without our consent. We can assign to an affiliate or successor in a merger/acquisition.

Force majeure

Neither party is liable for delays caused by events beyond reasonable control (war, natural disaster, internet-wide outages).

Notices

Send legal notices to legal@notealy.com with a copy to our registered agent.

Survival

Sections on Customer Data, IP, Liability, Indemnity, Governing Law, and this clause survive termination.